Legal MIPA Document

LEGAL MIPA DOCUMENT

This Master Investment and Purchase Agreement (this "Agreement") is entered into as of the day of , by and between Client Name: , a(n) Corporation LLC Partnership Individual, and Counterparty Name: (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Client Name is engaged in the business of providing certain assets, securities or interests described as: (the "Assets");

WHEREAS, Counterparty Name desires to acquire and Client Name desires to sell or transfer the Assets on the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend by this Agreement to set forth the terms for purchase price, closing mechanics, representations and warranties, covenants and indemnities with respect to the transaction contemplated herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 Definitions. In addition to terms defined elsewhere in this Agreement, the following terms will have the meanings set forth below:

"Closing" means the consummation of the purchase and sale described in Section 3, to occur on the Closing Date specified in Section 4.

"Purchase Price" means the aggregate consideration to be paid by Counterparty Name to Client Name, as set forth in Section 2 below.

2. PURCHASE AND SALE

2.1 Purchase. Subject to the terms and conditions of this Agreement, at the Closing Client Name will sell, convey, assign and transfer to Counterparty Name, and Counterparty Name will purchase from Client Name, all of Client Name's right, title and interest in and to the Assets described in assets_description.

3. PURCHASE PRICE AND PAYMENT

3.1 Purchase Price. The Purchase Price for the Assets shall be: (the "Purchase Price").

3.2 Payment. Unless otherwise agreed in writing, Counterparty Name shall pay the Purchase Price by wire transfer of immediately available funds to an account designated in writing by Client Name at least two Business Days prior to Closing.

4. CLOSING

4.1 Closing Date. The Closing shall occur on day of , (the "Closing Date"), or on such other date as the Parties may mutually agree in writing.

4.2 Deliveries at Closing. At Closing, (a) Client Name shall deliver to Counterparty Name such bills of sale, assignment agreements and other instruments of transfer as are reasonably necessary to vest in Counterparty Name all right, title and interest in the Assets, and (b) Counterparty Name shall deliver the Purchase Price as required by Section 3.

5. REPRESENTATIONS AND WARRANTIES

5.1 Representations and Warranties of Client Name. Client Name represents and warrants to Counterparty Name that, as of the Effective Date and as of the Closing Date: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (b) it has full corporate power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; (c) the execution and delivery of this Agreement and the performance by Client Name of its obligations hereunder have been duly authorized by all necessary action; and (d) it has good and marketable title to the Assets, free and clear of any liens, encumbrances, claims or adverse interests except as disclosed to Counterparty Name in writing prior to the Effective Date.

5.2 Representations and Warranties of Counterparty Name. Counterparty Name represents and warrants to Client Name that it is duly organized, has full power and authority to execute, deliver and perform this Agreement and that the execution and delivery hereof will not violate any material agreement to which it is a party.

6. COVENANTS

6.1 Further Assurances. Each Party shall execute and deliver such further documents and take such further actions as the other Party may reasonably request to effectuate the provisions and purposes of this Agreement.

6.2 No Material Adverse Change. Between the Effective Date and the Closing Date, neither Party shall permit any change that would have a material adverse effect on its ability to perform its obligations under this Agreement without the prior written consent of the other Party.

7. CONDITIONS TO CLOSING

7.1 Conditions to Each Party's Obligations. The obligations of each Party to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or written waiver) at or prior to the Closing of each of the following conditions: (a) the representations and warranties of the other Party shall be true and correct in all material respects as of the Closing Date; (b) the other Party shall have performed in all material respects its obligations under this Agreement through the Closing Date; and (c) no governmental authority shall have enacted, issued or threatened any law or order that makes the transactions illegal or otherwise restricts consummation of the transaction.

8. INDEMNIFICATION

8.1 Indemnification by Client Name. Client Name shall indemnify, defend and hold harmless Counterparty Name and its affiliates and their respective officers, directors, employees and agents (the "Indemnified Parties") from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) any breach of a representation, warranty or covenant of Client Name contained in this Agreement; (b) violations of law related to the Assets prior to Closing; and (c) title defects or undisclosed liens on the Assets existing prior to the Closing.

8.2 Indemnification by Counterparty Name. Counterparty Name shall indemnify, defend and hold harmless Client Name from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of Counterparty Name's representations, warranties or covenants in this Agreement.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Consequential Damages. Except for damages arising from fraud, willful misconduct or breach of confidentiality, neither Party shall be liable to the other Party for indirect, incidental, special, punitive or consequential damages, including lost profits, even if advised of the possibility of such damages.

10. CONFIDENTIALITY

10.1 Confidential Information. Each Party shall keep confidential and shall not disclose to any third party any non-public information obtained from the other Party in connection with this Agreement, except (a) to its legal and financial advisors subject to customary confidentiality obligations, (b) as required by applicable law or regulation, or (c) with the prior written consent of the disclosing Party. The obligations of this Section 10 shall survive termination of this Agreement for a period of three (3) years.

11. TERMINATION

11.1 Termination Events. This Agreement may be terminated prior to Closing by mutual written consent of the Parties, or by either Party if the other Party materially breaches any representation, warranty or covenant and such breach is not cured within thirty (30) days after written notice.

12. NOTICES

Notices shall be in writing and shall be deemed given when delivered personally, by nationally recognized overnight courier, by confirmed facsimile or email transmission followed by confirmed courier, or three (3) days after deposit in the U.S. mail, postage prepaid, registered or certified mail, to the Parties at the addresses set forth above or at such other address as a Party may designate by notice pursuant to this Section.

13. AMENDMENTS AND WAIVER

13.1 Amendments; Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom enforcement is sought. No failure or delay by any Party in exercising any right shall operate as a waiver of that right.

14. GOVERNING LAW

14.1 Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

15. ENTIRE AGREEMENT

15.1 Entire Agreement. This Agreement, together with any schedules and exhibits hereto, constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

16. SEVERABILITY

16.1 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remainder of this Agreement shall remain in full force and effect and such provision shall be reformed only to the extent necessary to make it enforceable.

17. COUNTERPARTS

17.1 Counterparts. This Agreement may be executed in counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be valid and binding.

18. MISCELLANEOUS

18.1 Assignment. Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement to an affiliate or successor by operation of law.

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